8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

April 28, 2009
Date of Report (Date of Earliest Event Reported)

Total System Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

Georgia	1-10254	58-1493818
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One TSYS Way, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)

(706) 649-2267
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02	Results of Operations and Financial Condition.
	On April 28, 2009, Total System Services, Inc. (“Registrant”) issued a press release and will hold an investor call and webcast to disclose financial results for the quarter ended March 31, 2009. The press release and Supplemental Information for use at this investor call are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference. This information shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such filing.
Item 7.01	Regulation FD Disclosure.
	See Item 2.02 above.
Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits
	Exhibit  No.	Description
	99.1	Registrant’s press release dated April 28, 2009
	99.2	Supplemental Information prepared for use with the press release

2

Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOTAL SYSTEM SERVICES, INC. (“Registrant”)
Dated: April 28, 2009	By:	/s/ Kathleen Moates
		Kathleen Moates
		Senior Deputy General Counsel

3

EX-99.1

Exhibit 99.1

	PRESS RELEASE

Total System Services, Inc.
One TSYS Way	+1.706.649.2307
P.O. Box 2567	+1.706.649.5740
Columbus, GA 31902-2567	www.tsys.com
	NYSE: TSS

For immediate release.

Contacts:

Shawn Roberts
TSYS Investor Relations
+1.706.644.6081
shawnroberts@tsys.com

TSYS REPORTS EARNINGS FOR Q1 2009

UPDATES GUIDANCE FOR 2009

Columbus, Ga., April 28, 2009 — TSYS (NYSE: TSS) today announced the results for the first quarter of 2009. Basic earnings per share (EPS) for the first quarter of 2009 was $0.24 and EPS from continuing operations was $0.26. The adoption of FASB Staff Position EITF 03-6-1⁽¹⁾, which also requires prior periods to be restated, reduced full-year 2008 basic EPS by approximately $0.02. During the quarter, TSYS’ earnings were negatively impacted by currency exchange rates, losses from discontinued operations, costs related to international expansion and a general slowdown in global cardholder transaction volumes.

TSYS’ management has concluded that TSYS Debt Management (TDM), a wholly-owned subsidiary involved in the legal collections management and bankruptcy processing, is no longer core to its business and is not a good strategic fit going forward due to the large amount of reimbursable revenues and low operating margin. TSYS has signed a letter of intent with a potential buyer, and expects the sale of TDM to close in the second quarter. The accompanying financial statements do not include any of TDM’s revenues, expenses, nonoperating income (expense) or income taxes in continuing operations. The results of TDM are reported net of income tax as “discontinued operations” for all periods presented pending its sale, and are deemed immaterial for cash flow purposes.

TSYS’ total revenues, which exclude revenues of $66.8 million from discontinued operations of TDM in 2009 and $41.9 million in 2008, decreased 2.6% in the first quarter to $408.9 million compared to $419.8 million in 2008. These revenues also include the unfavorable impact of $22.6 million of foreign currency exchange rates during the quarter when compared to the same period a year ago. On a non-GAAP basis, total revenues adjusted for these two items would have been $498.3 million, an increase of 7.9% over the $461.7 million in 2008.

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TSYS has included a schedule with this release that provides revenues and operating results on a constant currency basis. This non-GAAP measure presents first quarter 2009 financial results using the previous year’s foreign currency exchange rates. On a constant currency basis, TSYS’ International Services segment’s total revenues grew 38% as compared to reported GAAP growth of 6%, and operating income grew 25% versus a GAAP reported decline of 19%.

“We continue to feel the impact of the current economic crisis, as evidenced by our cardholder transaction volumes decreasing 4.3%, and our point-of-sale volume increasing only 1%. This economic driven slowdown in the market, combined with discontinued operations, has led us to adjust our guidance for 2009. We are now expecting declines in revenues of 5% to 3%, and net income of 13% to 11%, as compared to our previous guidance of increases in revenues of 0% to 2%, and declines in net income of 3% to 0%. We are committed to continuing to reduce our costs and improve our operating margin,” said Philip W. Tomlinson, chairman of the board and chief executive officer of TSYS.

“Currency exchange rates continue to mask the terrific revenue growth in our International Services segment which was up 38% over last year on a constant currency basis. As we continue to expand internationally, we have experienced fluctuations in our operating margins in that segment, but we expect them to improve after several conversions are completed later this year. Our balance sheet remains very strong with cash of $271 million, interest costs under 2% of debt and a tremendous amount of leverage and capital to deploy when the right opportunities arise. While economic times are challenging, we continue to enjoy success growing our business in the global marketplace, and look forward to improvement once the business cycle rebounds,” said Tomlinson.

Segments

North America Services

For the first quarter, total segment revenues were $268.8 million, a decrease of 6.3%, compared to $287.0 million for the first quarter of 2008. On a non-GAAP basis, adjusting for TDM, North America’s total revenues would have been $335.6 million, an increase of 2.0% over $328.9 million in 2008.

Key drivers for this segment:

• Ended the quarter with 303.2 million accounts on file, a decrease of 9.2%, compared to 334.1 million accounts on file for the first quarter of 2008. The decrease is the result of portfolio deconversions from six clients over the past twelve months and inactive account purges by our clients.

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• Processed 1.48 billion transactions, a decrease of 6.8%, compared to 1.59 billion. Transactions for same clients were 1.47 billion, a decrease of 2.8%, compared to 1.51 billion.

• Organic revenue of processing clients decreased 1.3%.

• Redemption volumes in our loyalty business increased 23%.

We had the following segment events:

• Renewed a longstanding relationship with Navy Federal Credit Union to continue offering credit card processing products to members, as a major component of Navy Federal’s consumer and credit card lending operation.

• Signed an agreement with Unicard Mexico, a wholly-owned subsidiary of Unibanco Brasil, one of the world’s top 20 banks and our first TS2 card issuing client in Mexico.

• Incurred a one-time expense related to resolution of a client issue at TDM, which resulted in a net loss of $3.3 million in discontinued operations.

International Services

For the first quarter, total segment revenues were $73.8 million, an increase of 5.7%, compared to $69.8 million last year. The increase was unfavorably impacted by $22.6 million as a result of currency translation with the strengthening of the U.S. Dollar against the British Pound.

Key drivers for this segment:

• Ended the quarter with 37.2 million accounts on file, an increase of 20.4%, compared to 30.9 million accounts on file.

• Processed 247.9 million transactions, an increase of 14.0%, compared to 217.4 million. Transactions for same clients were 198.6 million, a decrease of 2.5%, compared to 203.8 million.

• Increased call center revenues by 79% on a constant currency basis.

• Incurred costs associated with capacity build-up and start-up costs associated with international expansion.

We had the following segment events:

• Announced that TSYS has signed a multi-year contract with Banco Carrefour S.A., Brazil’s leading hypermarket chain and the No. 1 mass retailer in the food market in terms of sales, to process its hybrid and private label card business. The agreement includes an initial launch of a new MasterCard hybrid card in June 2009 that acts as a private label card when used within the Carrefour store environment, but will act as a general purpose credit card when used outside of Carrefour stores.

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• Began offering merchant payment services to PaySquare in the Benelux region, which is TSYS’ first acquirer-processing client to go live in Europe.

• Signed two processing agreements with China Postal Savings Bank, China’s fifth largest bank, and Bank of East Asia, Hong Kong’s largest local independent bank and the first foreign bank through China UnionPay Data Services Co., Ltd., TSYS joint venture with China UnionPay.

• Introduced our market-leading commercial card management tool, CentreSuite in Europe. This product first launched in North America in 2002 and is now employed by more than 140,000 businesses.

• Appointed Amit Sethi as Managing Director of TSYS India and South Asia responsible for all business development and outsourcing activities in the region.

Merchant Services

For the first quarter, total revenues for the segment were $75.5 million, an increase of 6.4%, compared to $70.9 million.

Key drivers for this segment:

• The integration of Infonox which was acquired in Q4 2008.

• Point-of-sale (POS) volume growth was 1% for the quarter.

We had the following segment events:

• Announced availability of two new all-in-one POS solutions to help small- and mid-sized retailers integrate store operations with the point of purchase. Offered as a complete business-in-a-box, each solution includes quality hardware components and award-winning Microsoft software to help retailers manage every aspect of their business.

• Agreed to partner with mPay Gateway^™ and Nova Libra to provide point-of-sale payment solutions that meet the needs of healthcare providers and their patients, as well as pharmacies and drug stores.

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Projected Outlook for 2009

TSYS’ updated guidance for 2009 includes the following:

	2009 Updated Guidance
	Range	Percent Change
	($ in millions)	over 2008
Total Revenues	$1,637 to $1,665	(5)% to (3)%
Reimbursable items	$230 to $235	(13)% to (11)%
Revenues before reimbursables	$1,407 to $1,430	(3)% to (2)%
Net income	$217 to $221	(13)% to (11)%

TSYS’ 2009 revised earnings forecast is based on the following assumptions:

1.	The sale of TDM will close in the second quarter. In the original guidance, TSYS included the following related to TDM’s results: Revenues before reimbursables $39.1 million, reimbursable items of $204.3 million; total revenues of $243.4 million; operating income of $2.7 million; and net income of $1.8 million.
2.	There will be no significant movements in LIBOR, and no significant draws on the remaining balance of TSYS’ revolving credit facility.
3.	TSYS will accomplish anticipated levels in employment, technology and other expenses.
4.	There will be no significant movement in foreign currency exchange rates related to TSYS’ business subsequent to March 31, 2009.
5.	TSYS will not incur significant expenses associated with the conversion of new large clients or acquisitions, other than those already identified, or any significant impairment of goodwill or other intangibles.
6.	There will be no deconversions of large clients during the year other than as previously announced.

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Non-GAAP Measures

The non-GAAP financial measures of constant currency and revenues including discontinued operations presented by TSYS are utilized by management to better understand and assess TSYS’ operating results and financial performance. TSYS also uses the non-GAAP financial measures to evaluate and assess TSYS’ financial performance against budget, as well as to evaluate financial performance for executive and management compensation purposes.

TSYS believes that non-GAAP financial measures are important to enable investors to understand and evaluate its ongoing operating results. Accordingly, TSYS includes non-GAAP financial measures when reporting its financial results to shareholders and investors in order to provide them with an additional tool to evaluate TSYS’ ongoing business operations. TSYS believes that the non-GAAP financial measure is a representative measure of comparative financial performance that reflects the economic substance of TSYS’ current and ongoing business operations.

Although non-GAAP financial measures are often used to measure TSYS’ operating results and assess its financial performance, they are not necessarily comparable to similarly titled captions of other companies due to potential inconsistencies in the method of calculation.

TSYS provides reconciliations for each of its non-GAAP financial measures with its most directly comparable GAAP financial measure, whenever it is used. This allows a shareholder and a potential investor to easily assess the impact of any differences between the measure TSYS is presenting and similarly titled captions of other companies.

TSYS believes that its use of non-GAAP financial measures provides investors with the same key financial performance indicators that are utilized by management to assess TSYS’ operating results, evaluate the business and make operational decisions on a prospective, going-forward basis. Hence, management provides disclosure of non-GAAP financial measures to allow shareholders and potential investors an opportunity to see TSYS as viewed by management, to assess TSYS with some of the same tools that management utilizes internally and to be able to compare such information with prior periods. TSYS believes that the presentation of GAAP financial measures alone would not provide its shareholders and potential investors with the ability to appropriately analyze its ongoing operational results, and therefore expected future results. TSYS therefore believes that inclusion of non-GAAP financial measures provides investors with more information to help them better understand its financial statements just as management utilizes these non-GAAP financial measures to better understand the business, manage budgets and allocate resources.

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Notes

⁽¹⁾ On January 1, 2009, TSYS adopted FASB Staff Position Emerging Issues Task Force No. 03-6-1 (FSP EITF 03-6-1), “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities.” FSP EITF 03-6-1 requires nonvested shares that contain nonforfeitable rights to dividends to be considered participating securities, and therefore should be included in computing EPS using the two-class method. The impact on first quarter 2009 and 2008 EPS (as recast to show retroactive adoption of FSP EITF 03-6-1) does not change basic or diluted EPS.

Conference Call

TSYS will host its quarterly conference call at 5:00 p.m. ET, Tuesday, April 28. The conference call can be accessed via simultaneous Internet broadcast at tsys.com by clicking on the “Conference Call” icon on the homepage. The replay will be archived for 12 months and will be available approximately 30 minutes after the completion of the call.

About TSYS

TSYS (NYSE: TSS) is one of the world’s largest companies for outsourced payment services, offering a broad range of issuer- and acquirer-processing technologies that support consumer-finance, credit, debit, debt management, healthcare, loyalty and prepaid services for financial institutions and retail companies in the Americas, EMEA and Asia-Pacific regions. For more information contact news@tsys.com or log on to www.tsys.com. TSYS routinely posts all important information on its website.

     This press release contains statements that constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding TSYS’ expectation that the sale of TDM will close in the near future, TSYS’ earnings forecast for 2009, TSYS’ expectation that operating margins for the International Services segment will improve after several conversions are completed late in 2009, and the assumptions underlying such statements. These statements are based on the current beliefs and expectations of TSYS’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by our forward-looking statements in this press release. Many of these factors are beyond TSYS’ ability to control or predict. These factors include, but are not limited to, : (1) movements in LIBOR are greater than expected and draws on the remaining balance of the credit facility are greater than expected; (2) TSYS incurs expenses associated with the signing of a significant client; (3) adverse developments with respect to foreign currency exchange rates; (4) adverse developments with respect to entering into contracts with new clients and retaining current clients; (5) continued consolidation and turmoil in the financial services industry throughout 2009, including the merger of TSYS clients with entities that are not TSYS processing clients, the sale of portfolios by TSYS clients to entities that are not TSYS processing clients and the seizure by banking regulators of TSYS clients; (6) additional significant one-time spin costs are incurred; (7) TSYS is unable to control expenses and increase market share; (8) TSYS is unable to manage the impact of slowing economic conditions and consumer spending; (9) the material breach of security of any of TSYS’ systems; (10) the impact of acquisitions, including their being more difficult to integrate than anticipated; and (11) the sale of TDM does not close in the second quarter. Additional factors that could cause actual results to differ materially from those contemplated in this release can be found

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in TSYS’ filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.

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EX-99.2

Exhibit 99.2

TSYS Announces First Quarter 2009 Earnings
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TSYS
Financial Highlights
(unaudited)
(in thousands, except per share data)

	Three Months Ended
	March 31,
							Percent
	2009			2008			Change
Revenues
Electronic payment processing services	$	232,119			245,669			(5.5	)%
Merchant acquiring services		65,477			61,714			6.1
Other services		47,850			45,747			4.6
Revenues before reimbursables		345,446			353,130			(2.2	)
Reimbursable items		63,487			66,696			(4.8	)
Total revenues		408,933			419,826			(2.6	)
Expenses
Salaries & other personnel expense		144,342			145,225			(0.6	)
Net technology & facilities expense		73,986			72,255			2.4
Spin related expenses		—			6,895			(100.0	)
Other operating expenses		49,004			42,659			14.9
Expenses before reimbursable items		267,332			267,034			0.1
Reimbursable items		63,487			66,696			(4.8	)
Total operating expenses		330,819			333,730			(0.9	)
Operating income		78,114			86,096			(9.3	)
Nonoperating (expense) income		(1,458	)		1,280		nm
Income from continuing operations before income taxes, noncontrolling interests and equity in income of of equity investments		76,656			87,376			(12.3	)
Income taxes		27,415			32,907			(16.7	)
Income from continuing operations before noncontrolling interests and equity in income of equity investments		49,241			54,469			(9.6	)
Equity in income of equity investments		1,043			2,162			(51.8	)
Income from continuing operations, net of tax		50,284			56,631			(11.2	)
(Loss) income from discontinued operations, net of tax		(3,343	)		233		nm
Net income		46,941			56,864			(17.5	)
Net income attributable to the noncontrolling interests		(415	)		(250	)		(66.0	)
Net income attributable to TSYS	$	46,526			56,614			(17.8	)%
Basic earnings per share:
Income from continuing operations to TSYS common shareholders	$	0.26			0.29			(10.3	)%
(Loss) income from discontinued operations to TSYS common shareholders		(0.02	)		0.00		nm%
Net income attributable to TSYS common shareholders	$	0.24			0.29			(17.3	)%
Diluted earnings per share:
Income from continuing operations to TSYS common shareholders	$	0.26			0.29			(10.2	)%
(Loss) income from discontinued operations to TSYS common shareholders		(0.02	)		0.00		nm%
Net income attributable to TSYS common shareholders	$	0.24			0.29			(20.0	)%
Dividends declared per share	$	0.07			0.07
Average common shares outstanding		195,461			196,745
Average common and common equivalent shares outstanding		195,816			197,306
Amounts attributable to TSYS common shareholders:
Income from continuing operations, net of tax	$	49,869			56,381
(Loss) income from discontinued operations, net of tax		(3,343	)		233
Net income	$	46,526			56,614

nm =	not meaningful
Note:	Certain amounts have been previously reclassified to conform with the presentation adopted in 2009.
	Basic and diluted EPS is computed based on the two-class method in accordance with FSP EITF 03-6-1. The impact on first quarter 2009 and 2008 EPS (as recast to show retroactive adoption of FSP EITF 03-6-1) does not change basic or diluted EPS.

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TSYS Announces First Quarter 2009 Earnings
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TSYS
Segment Breakdown
(unaudited)
(in thousands)
	Three Months Ended March 31, 2009														Three Months Ended March 31, 2008
	North America			International			Merchant			Spin-Related					North America			International			Merchant			Spin-Related
	Services			Services			Services			Costs		Consolidated			Services			Services			Services			Costs			Consolidated
Revenues before reimbursables	$	223,782			70,584			58,206			—		352,572			235,860			67,957			55,129			—			358,946
Intersegment revenues		(5,888	)		(845	)		(393	)		—		(7,126	)		(5,231	)		(403	)		(182	)		—			(5,816	)
Revenues before reimbursables from external customers	$	217,894			69,739			57,813			—		345,446			230,629			67,554			54,947			—			353,130
Total revenues	$	268,789			73,802			75,498			—		418,089			287,012			69,824			70,937			—			427,773
Intersegment revenues		(7,918	)		(845	)		(393	)		—		(9,156	)		(7,362	)		(403	)		(182	)		—			(7,947	)
Revenues from external customers	$	260,871			72,957			75,105			—		408,933			279,650			69,421			70,755			—			419,826
Depreciation and amortization	$	23,509			7,706			8,087			—		39,302			24,732			7,695			6,554			—			38,981
Intersegment expenses	$	1,311			(3,062	)		(7,405	)		—		(9,156	)		2,774			(3,541	)		(7,180	)		—			(7,947	)
Segment operating income	$	58,033			6,004			14,077			—		78,114			70,471			7,446			15,074			(6,895	)		86,096
Income from continuing operations before income taxes, noncontrolling interest and equity income of equity investments		58,055			4,787			13,814			—		76,656			70,137			8,750			15,384			(6,895	)		87,376
Income tax expense	$	19,594			2,877			4,944			—		27,415			26,509			2,914			5,408			(1,924	)		32,907
Equity in income of equity investments	$	666			377			—			—		1,043			888			1,274			—			—			2,162
Income from continuing operations	$	39,127			2,287			8,870			—		50,284			44,516			7,111			9,976			(4,972	)		56,631
Identifiable assets		1,451,129			310,787			215,584			—		1,977,500			1,296,769			353,570			188,360			—			1,838,699
Intersegment eliminations		(387,340	)		(1,007	)		(1	)		—		(388,348	)		(312,665	)		(1,513	)		(1,209	)		—			(315,387	)
Total assets		1,063,789			309,780			215,583			—		1,589,152			984,104			352,057			187,151			—			1,523,312

Note: Revenues from North America Services include electronic payment processing services and other services provided from the United States to clients domiciled in the United States or other countries. Revenues from International Services include electronic payment processing services and other services provided from outside the United States to clients based mainly outside the United States. Revenues from Merchant Services include TSYS Acquiring’s merchant acquiring and related services. Certain amounts have been previously reclassified to conform with the presentation adopted in 2009.

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TSYS Announces First Quarter 2009 Earnings
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TSYS
Balance Sheet
(in thousands)
	Mar 31, 2009			Dec 31, 2008
	(unaudited)			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	271,043			211,365
Restricted cash		32,892			31,128
Accounts receivable, net		240,421			246,767
Deferred income tax assets		14,777			29,615
Prepaid expenses and other current assets		90,826			88,612
Current assets of discontinued operations		28,985			24,570
Total current assets		678,944			632,057
Property and equipment, net		273,028			279,653
Computer software, net		198,504			202,038
Contract acquisition costs, net		129,912			131,568
Goodwill, net		165,413			165,995
Equity investments, net		75,027			74,012
Other intangible assets, net		16,491			17,452
Other assets		45,136			40,768
Long-term assets of discontinued operations		6,697			7,245
Total assets	$	1,589,152			1,550,788
Liabilities and Equity
Current liabilities:
Current portion of notes payable	$	8,619			8,575
Accrued salaries and employee benefits		20,861			46,696
Accounts payable		29,177			32,440
Current portion of obligations under capital leases		6,954			6,344
Other current liabilities		170,711			131,515
Current liabilities of discontinued operations		18,911			10,998
Total current liabilities		255,233			236,568
Notes payable, excluding current portion		195,920			196,295
Deferred income tax liabilities		49,674			60,578
Obligations under capital leases, excluding current portion		15,186			13,576
Other long-term liabilities		40,004			40,709
Long-term liabilities of discontinued operations		1,600			2,212
Total liabilities		557,617			549,938
Shareholders’ Equity:
Common stock		20,040			20,036
Additional paid-in capital		129,114			126,889
Accumulated other comprehensive income, net		(10,383	)		(6,627	)
Treasury stock		(69,970	)		(69,641	)
Retained earnings		953,005			920,292
Total shareholders’ equity		1,021,806			990,949
Noncontrolling interests in consolidated subsidiaries		9,729			9,901
Total equity		1,031,535			1,000,850
Total liabilities and equity	$	1,589,152			1,550,788

Note: Certain amounts have been previously reclassified to conform with the presentation adopted in 2009.

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TSYS Announces First Quarter 2009 Earnings
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TSYS
Cash Flow
(unaudited)
(in thousands)
	Three Months Ended March 31,
	2009			2008
Cash flows from operating activities:
Net income attributable to TSYS	$	46,526			56,614
Adjustments to reconcile net income to net cash provided by operating activities:
Net income attributable to the noncontrolling interests		415			250
Equity in income of equity investments		(1,043	)		(2,162	)
Loss (gain) on currency translation adjustments, net		883			(1,943	)
Depreciation and amortization		39,850			39,229
Amortization of debt issuance costs		38			38
Share-based compensation		5,297			7,895
Excess tax benefit from share-based payment arrangements		—			(67	)
(Recoveries of) provisions for bad debt expense and billing adjustments		(394	)		2,101
Charges for transaction processing provisions		1,537			265
Deferred income tax benefit		(2,329	)		(6,875	)
Loss on disposal of equipment, net		7			161
(Increase) decrease in:
Accounts receivable		1,166			(6,140	)
Prepaid expenses, other current assets and other long-term assets		(1,743	)		2,492
Increase (decrease) in:
Accounts payable		(3,779	)		3,426
Accrued salaries and employee benefits		(25,567	)		(34,401	)
Other current liabilities and other long-term liabilities		37,806			39,116
Net cash provided by operating activities		98,670			99,999
Cash flows from investing activities:
Purchases of property and equipment, net		(2,181	)		(14,350	)
Additions to licensed computer software from vendors		(5,932	)		(2,351	)
Additions to internally developed computer software		(5,828	)		(2,413	)
Cash used in acquisitions		(205	)		—
Additions to contract acquisition costs		(10,992	)		(17,168	)
Net cash used in investing activities		(25,138	)		(36,282	)
Cash flows from financing activities:
Proceeds from borrowings of long-term debt		2,809			—
Principal payments on long-term debt borrowings and capital lease obligations		(3,622	)		(4,976	)
Proceeds from exercise of stock options		—			59
Excess tax benefit from share-based payment arrangements		—			67
Repurchase of common stock		(329	)		(11,369	)
Dividends paid on common stock		(13,779	)		(13,858	)
Net cash used in financing activities		(14,921	)		(30,077	)
Effect of exchange rate changes on cash and cash equivalents		(1,084	)		(1,509	)
Net increase in cash and cash equivalents		57,527			32,131
Cash and cash equivalents at beginning of year		220,018			210,518
Cash and cash equivalents at end of period	$	277,545			242,649

Note: Certain amounts have been previously reclassified to conform with the presentation adopted in 2009.

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TSYS Announces First Quarter 2009 Earnings
Page 13 of 15

Geographic Area Data:

The following geographic area data represents revenues for the three months ended March 31 based on where the client is domiciled:

	Three Months Ended March 31,
											Percent
(dollars in millions):	2009		%			2008		%			Change
United States	$	300.4		73.5	%	$	312.2		74.4	%		(3.8	)%
Europe		57.8		14.1			58.9		14.0			(1.8	)
Canada		30.6		7.5			31.7		7.5			(3.2	)
Japan		11.1		2.7			7.4		1.8			49.2
Mexico		2.2		0.5			3.7		0.9			(41.2	)
Other		6.8		1.7			5.9		1.4			14.4
	$	408.9		100.0	%	$	419.8		100.0	%		(2.6	)%

Geographic Area Revenue by Operating Segment:

The following table reconciles revenues by geography to revenues by reporting segment for the three months ended March 31:

	Three Months Ended March 31,
	North America				International				Merchant
	Services				Services				Services
(dollars in millions):	2009		2008		2009		2008		2009		2008
United States	$	225.6		241.7		—		0.1		74.8		70.4
Europe		0.2		0.3		57.6		58.6		—		—
Canada		30.5		31.5		—		—		0.1		0.2
Japan		—		—		11.1		7.4		—		—
Mexico		2.2		3.7		—		—		—		—
Other		2.4		2.4		4.2		3.3		0.2		0.2
	$	260.9		279.6		72.9		69.4		75.1		70.8

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TSYS Announces First Quarter 2009 Earnings
Page 14 of 15

Supplemental Information:

	Accounts on File at March 31,
											Percent
(in millions)	2009		%			2008		%			Change
Consumer		186.5		54.8	%		211.4		57.9	%		(11.8	)%
Retail		56.5		16.6			57.9		15.9			(2.6	)
Commercial		44.4		13.0			40.1		11.0			10.8
Government services		21.7		6.4			24.1		6.6			(9.9	)
Stored Value		26.1		7.7			26.0		7.1			0.4
Debit		5.2		1.5			5.4		1.5			(3.1	)
		340.4		100.0	%		364.9		100.0	%		(6.7	)%

					Percent
(in millions)	March 31, 2009		March 31, 2008		Change
YTD Average Accounts on File		349.9		370.2		(5.5	)%

	Accounts on File at March 31,
											Percent
(in millions)	2009		%			2008		%			Change
Domestic		252.0		74.0	%		283.4		77.7	%		(11.1	)%
International		88.4		26.0			81.5		22.3			8.5
		340.4		100.0	%		364.9		100.0	%		(6.7	)%

Note: The accounts on file between domestic and international is based on the geographic domicile of processing clients.

Growth in Accounts on File (in millions):

	March 2008 to			March 2007 to
	March 2009			March 2008
Beginning balance		364.9			422.7
Change in accounts on file due to:
Internal growth of existing clients		32.0			53.9
New clients		20.0			18.2
Purges/Sales		(35.9	)		(25.3	)
Deconversions		(40.6	)		(104.6	)
Ending balance		340.4			364.9

Number of Employees (FTEs):	2009		2008
At March 31,		8,068		7,547
YTD average for period ended March 31,		8,061		7,245

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TSYS Announces First Quarter 2009 Earnings
Page 15 of 15

Constant Currency Comparison
(unaudited)

(in thousands, except per share)	Three Months Ended March 31,
							Percent
	2009			2008			Change
Consolidated
Constant currency (1)	$	431,516			419,826			2.8	%
Foreign currency (2)		(22,583	)		—			(5.4	)
Total revenues	$	408,933			419,826			(2.6	)%
Constant currency (1)	$	81,377			86,096			(5.5	)%
Foreign currency (2)		(3,263	)		—			(3.8	)
Operating income	$	78,114			86,096			(9.3	)%
International Services
Constant currency (1)	$	96,385			69,824			38.0	%
Foreign currency (2)		(22,583	)		—			(32.3	)
Total revenues	$	73,802			69,824			5.7	%
Constant currency (1)	$	9,267			7,446			24.5	%
Foreign currency (2)		(3,263	)		—			(43.8	)
Operating income	$	6,004			7,446			(19.4	)%
Total Revenues Including Discontinued Operations:
Consolidated
Total revenues including discontinued operations	$	498,284			461,722			7.9	%
Foreign currency (2)		(22,583	)		—			nm
Discontinued operations		(66,768	)		(41,896	)		(59.4	)
Total revenues	$	408,933			419,826			(2.6	)%
North America Services
Total revenues including discontinued operations	$	335,557			328,908			2.0	%
Discontinued operations		(66,768	)		(41,896	)		(59.4	)
Total revenues	$	268,789			287,012			(6.3	)%

nm = not meaningful
(1)	Reflects current period results on a non-GAAP basis as if foreign currency rates did not change from the comparable prior year period.
(2)	Reflects the impact of calculated changes in foreign currency rates from the comparable period.

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